8-KMaterial AgreementsRegulation FDExhibits & Filings

Air Products & Chemicals, Inc. 8-K Report, Material Agreement (May 6, 2016)

Filed May 6, 2016For Securities:APD

Summary

Air Products and Chemicals, Inc. (APD) announced on May 6, 2016, the signing of a definitive Purchase Agreement to sell its Performance Materials division (PMD Business) within the Materials Technologies segment to Evonik Industries AG for $3.8 billion in cash, plus the assumption of certain liabilities. This strategic divestiture represents a significant move for Air Products, allowing it to focus on its core industrial gases business. The transaction is subject to customary closing conditions, including antitrust approvals and other regulatory clearances, with an expected closing date around May 6, 2017. The agreement includes non-compete and non-solicitation clauses for Air Products post-closing, and Evonik has agreed to pay a termination fee under specific circumstances. Investors should monitor the regulatory approval process and potential adjustments to the purchase price.

Key Highlights

  • 1APD has entered into a definitive agreement to sell its Performance Materials division (PMD Business) to Evonik Industries AG.
  • 2The total transaction value is approximately $3.8 billion in cash, plus the assumption of certain liabilities by Evonik.
  • 3This divestiture allows Air Products to concentrate on its core industrial gases operations.
  • 4The sale is subject to standard closing conditions, including regulatory approvals (e.g., HSR Act) and IT separation.
  • 5The agreement includes non-compete and non-solicitation provisions for Air Products following the closing.
  • 6A termination fee of $190 million is stipulated under specific circumstances, primarily related to antitrust issues or failure to close by the Outside Date.
  • 7The transaction has an Outside Date of May 6, 2017, with a potential three-month extension.

Frequently Asked Questions

This 8-K filing announces Air Products & Chemicals, Inc.'s entry into a material definitive agreement to sell its Performance Materials division (PMD Business) to Evonik Industries AG for $3.8 billion.

Air Products is selling its Performance Materials division, which is part of its Materials Technologies segment, to Evonik Industries AG.

The transaction is subject to several closing conditions, including the expiration or termination of waiting periods under antitrust laws (like the Hart-Scott-Rodino Act), obtaining necessary governmental clearances, the absence of any prohibitive legal orders, completion of IT separation activities, and the accuracy of representations and warranties by both parties.

Yes, for a two-year period following the closing, Air Products and its affiliates will be restricted from engaging in certain activities that compete with the divested PMD Business. Additionally, for an eighteen-month period, they will be subject to non-solicitation and non-hire provisions related to the PMD Business.